


Keep Both Eyes Open

by cakeisnotpie



Series: Phil/Clint This is Fear Universe [5]
Category: Agents of S.H.I.E.L.D. (TV), Marvel, Marvel Cinematic Universe, The Avengers (Marvel Movies)
Genre: Alternate History, Alternate Universe, Alternate Universe - Canon Divergence, Alternate Universe - College/University, BAMF Melinda May, Bad guys, Clint didn't sign, Espionage, First Time, Good Guys, Hand Jobs, James "Rhodey" Rhodes is a Good Bro, Kissing, M/M, Mutant Registration, Mutant Registration Act, Outing, Phil's a superhero, Pierce is still a little shit, Political Intrigue, Sokovia Accords, Superhero Registration Act, What-If, au hero registration, darker world, opposite sides, phil coulson college professor, phil coulson superhero, shadow heroes, violent death of minor characters
Language: English
Status: Completed
Published: 2020-01-11
Updated: 2020-01-11
Packaged: 2021-02-27 08:27:01
Rating: Explicit
Warnings: Graphic Depictions Of Violence
Chapters: 1
Words: 8,114
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22204063
Author URL: https://archiveofourown.org/users/cakeisnotpie/pseuds/cakeisnotpie
Summary: Part 5 of the "This is Fear" SeriesPhil's knee-deep in data when the shit hits the fan. Familiar faces come after him, friends may not be friends, new people show up, and Fury's three steps ahead.  Pierce makes his play and Phil's secret identity goes up in smoke.There's only one person he can count on in the middle of this craziness ... and he might be the best thing that ever happened to Phil.
Relationships: Clint Barton/Phil Coulson
Series: Phil/Clint This is Fear Universe [5]
Series URL: https://archiveofourown.org/series/1019784
Comments: 29
Kudos: 79





	Keep Both Eyes Open

**Author's Note:**

> The story thus far:
> 
> Phil Coulson, aka Grey Force, is a registered superhero who works for S.H.I.E.L.D.; by day he's a college history professor and, when needed, he uses his powers of enhanced perception and to not be noticed to save the world. When Clint Barton the mystery writer careens into his life, Phil finds out that Clint is Ronin, a super who refused to sign the accords and is living in the shadows. Clint leaves Phil a disc full of dangerous information that Phil could use in his research. 
> 
> Clint helps Captain America free the Hulk from the Raft, and Phil realizes that (1) Clint's also Hawkeye and (2) S.H.I.E.L.D. has been experimenting on prisoners. They join forces to save Betty Ross from the Abomination. 
> 
> Afterward, Alexander Pierce, the head of S.H.I.E.L.D. sends Phil to interview Wilson Fisk who claims to have information they need; Phil is kidnapped, freed by Hawkeye, and together they thwart an assassination attempt on Fisk to get the data.
> 
> After following Bullseye, Clint asks his ex-wife Bobbi Morse for help, only to find himself taken prisoner and an item in an underground auction. Phil has to call in a favor from his old friend, Nick Fury, a powerful shadow figure, to save Clint.

Phil loved the campus during breaks, the quiet corridors, echoing footsteps, and empty classrooms. As much as he enjoyed teaching, this was the time he worked on his own schedule. With an early start, he could log five or more hours of research and reading, making outlines and jotting down notes, only occasionally running into another living soul. Melinda was an afternoon and evening person; she taught a night class for the continuing education program on Japanese internment during World War II that was always packed with locals and other D.C. residents. Most days, they passed in the hallway, Phil heading home for a run and Melinda arriving with papers in her briefcase. 

Of course, that had been the pattern before Phil had asked Nick Fury, spymaster extraordinaire and an old army buddy, for help to save Clint from being sold into slavery. Sold. Slavery. Just thinking about how close Clint had come to disappearing into the dark underbelly of the hero world still made the knot tighten in Phil’s chest, a criss-cross of emotion that had taken up residence ever since he’d met the mystery writer who was Hawkeye and Ronin. In the tangled mess of corruption that was slowly being revealed --the machinations within machinations of Alexander Pierce, head of S.H.I.E.L.D., and the blurring of lines between the good guys, the bad guys and the ones in the shadows -- Phil’s feelings for Clint were sure and steady. He might not be ready to admit just how deep they ran, but he’d given up pretending he hadn’t fallen for Clint. 

He should be working on his next book like Mac wanted, delving deeper into the past of H.Y.D.R.A. and S.H.I.E.L.D. Instead, he’d been plowing through the data the Kingpin, Wilson Fisk, had gathered; Phil had barely made it back from South America before the call came from Alexander Pierce himself. He needed Grey Force’s ability to see patterns in order to make sense of the information, he said, to find the needle in the haystack. The request was a trap, of course; PIerce had already sent Phil into one dangerous situation and Phil knew his days at S.H.I.E.L.D. were numbered. If Pierce’s plans didn’t get him killed, Fury would hold Phil to his promise to work for him. In fact, Phil wouldn’t put it past Nick to have engineered the whole situation to push Phil into his corner. All those years ago, when Phil had woken in an army hospital, powers manifested and a sheaf of forms waiting for his signature, Nick had told him he’d regret it someday, turning his over life to the whims of elected politicians and impersonal government bureaucracy. The last thing Phil wanted to do was hear Nick say “I told you so” but it looked like that was exactly where he was headed. 

So, instead of reading about the early days of S.H.I.E.L.D., Phil was digging through day-to-day receipts, invoices, reams of email, and keeping the eyes in the back of his head wide open. For the first time in years, he was operating at almost full power for large portions of the day; two days after he’d returned, a box of exam copies showed up in his mailbox. Tucked inside the 14th edition of  _ U.S. History to 1868 _ from Houghton Mifflin was a miniature blocker, a highly illegal way to nullify his lockdown chip. A year ago, Phil would have flushed the damn thing without a second thought; now, he’d chased it down with a swallow of bourbon he kept in the locked bottom drawer of his file cabinet and went to teach class. 

Turns out, Nick had been right about almost all of it; that didn’t mean Phil agreed with his tactics of blowing things up and asking questions later. He was, however, more than ready to believe the system was irredeemably flawed and needed to be challenged. 

As he shuffled through windows filled with purchase requisitions, someone knocked on his partially closed door. 

“Hey, Phil, just wanted to make an appointment for our next meeting,” Grant Ward peeked inside. “I got comments back from Victoria and she made some interesting suggestions.” 

“Ah, I haven’t had a chance to look over those yet.” Phil flicked his computer into safe mode, shutting down the scrambled connection to S.H.I.E.L.D “I was planning on getting to it this weekend. Would Monday be okay? I have a meeting with a candidate for that joint Classics and HIstory position at 10 a.m.; I’ll be done by 11:30 or noon. We can grab a table down in the Bulldog, have lunch.” Phil motioned Ward to come in as he opened his calendar. “Or Tuesday, late like 4ish.” 

“Either one works.” Ward dropped his messenger bag, heavy with books, into one of the chairs in front of Phil’s desk. “But it’s no hurry if you’re busy. Figure you’re putting the time into the next manuscript. The first one is amazing, Phil. Honestly. I couldn’t put it down; it’s a perfect example of why scholarship matters, how academic freedom is so damn important.” 

Phil could feel himself blushing; he never liked compliments at all, much less from students. He’d worked with Grant for less than a year, becoming the advisor for his dissertation after Garrett took the Dean’s job; there’d never been anything untoward between them, but for a while, Phil had thought Ward, ex-military and older than the usual student, was flirting with him and things got awkward. Thank God Melinda had that weekend-and-done thing with Grant last summer. 

“Getting harder and harder to find a place with tenure.” Shifting to a comfortable subject, Phil pulled up the dates in question. “Soon no one will be …” 

He jerked back just as the needle neared his forearm, heightened senses screaming a warning. Pushing away from his desk, he spun his chair and felt the thunk as Grant hit the foam back instead of his exposed skin. Grant moved faster than humanly possible, almost getting a hand on Phil’s wrist but he twisted away. 

“Well, that was unexpected.” Grant’s handsome face shifted, a sneer tugging on his lips. “And here I thought you were just a stuffy old college professor. 

“What the hell?” Phil edged towards the door but kept his eyes on Grant. “Have you gone crazy?”

“Should have kept your nose out it, Phil, but now you’re a liability that has to be taken care of.” Gone was the affable young man who’d spent hours talking about the history of the U.S. Senate; in his place was a killer with stone-cold eyes and a steady hand. “Least you could have done was wait until my dissertation was done; it’s going to be a mess replacing you.” 

“Jesus, Grant, is this about the book?” Phil’s mind jumped from point A to D without pause and knew he was in deep trouble. “Are you …” he paused, pretended to be confused, “...H.Y.D.R.A.?” 

“Used to be.” Grant inched forward, pressing closer. “But they’re as bad about rules and regulations as S.H.I.E.L.D. Honestly, I don’t give a fuck what you tell the world, but you’ve got some nasty people’s panties in a twist, so …” 

He lunged, striking like a snake, a lightning-quick jab of the needle that would have landed if Phil hadn’t moved seconds before Grant did. Stopping beside the door, Phil blended into the woodwork and overstuffed bookshelf. 

“What the… Invisibility? You sly dog, Phil. You’re not just a professor are you?” Grant glanced around the office, lifting his head and licking his lips. Blue eyes shifted to yellow, a second lid flicking closed then opening again. “No wonder you’ve got the inside track; got to be S.H.I.E.L.D. You’re too damn good to be anything else.” He walked around the desk; Phil held himself completely still and ramped up his power so even his scent wasn’t noticeable. “You know Pierce is rotten, right? Of course you do; you’ve read his secret files. How does it feel, knowing you’ve been working for H.Y.D.R.A. all these years?” 

Grant reached the door; the needle began to lower as he started to shut pull it shut, and Phil lashed out, kicking him in the side and knocking him backward. Phil was out into the hallway, an empty expanse with a straight shot to the stairwell. Just blend in and he’d be …

A jolt shocked him; white light sparkled around his field of vision, and then he dropped, unconscious. 

* * *

“... that he was one of them? Guess you don’t know everything after all.” 

Phil slowly came to, his body sluggishly responding. The first thing he noticed were the handcuffs around his wrists and ropes tying him to a chair. Ward had a partner or, no, a boss. Someone smarter or at least more experienced. Someone who was nearby ...

“Pretending won’t work, Phil. I can sense you’re awake.” 

Of course. Ward had been Garrett’s advisee. That meant he was ...

“John? What the hell? Did you taser me?” Phil opened his eyes and looked around. They were a basement room of the building, used to store odds and ends from the various renovations from administration buildings. Humanities always got the hand-me-downs. 

“Yep. A mild EMP grid that shocks whoever crosses it.” Garrett grinned. “Great way to take down someone, right? Put it in place and it can sit there for days until activated.” 

Phil knew John, had been on the search committee that hired him. He wasn’t working for S.H.I.E.L.D.; he’d never sign on to the restrictions … 

“I could have taken him,” Grant whined from his place by the old-fashioned boiler that provided heat for Phil’s building. “You didn’t have to bother.” 

“Right, and how were you going to find him?” Garrett turned to sneer at Ward then looked back at Phil. “Invisibility? Really? All these years and I didn’t know one of my oldest friends at this accursed place was powered?”

“And you call yourself the Clairvoyant,” Ward shot back. “Didn’t see that one coming.” 

Clairvoyant. A low-level mercenary who claimed he could see the future. John always had argued he could predict events based upon the past. Made for some interesting cafeteria discussions but not a superpower.

“Excuse me for a moment, Phil.” John’s nose crinkled and he sighed, drew a gun from a holster and, shot Grant twice in the chest, the silencer muting the sound. Ward stumbled back, hit the concrete wall then slid down to the floor, leaving a streak of blood as he died. “God, he was such an asshole. Had his uses, I guess, but I’ve been wanting to do that for a long time. Now, Phil, all I need is the data you used to write your book, the stuff you got from Pierce’s stash. The big muckety-mucks are worried about some of the details you included and don’t want a second one published. Hand over the files and we’ll call this a day. I can say you cooperated and that I’ll keep an eye on you, hell, they might let you live if you agree to do some jobs for us with your little gift.” 

No, they wouldn’t. Phil had dug into their secrets, had brought too much to the surface. Whoever was pulling Garrett’s strings hadn’t made the connection between Phil and Grey Force, but it was only a matter of time. 

“You work for H.Y.D.R.A.?” Phil feigned ignorance as he let the facts spin out in front of him. 

“Nah, their rules are worse than S.H.I.E.L.D. Ask no questions, follow orders … never been good at coloring in the lines, as you well know.” John laughed and Phil got a better glimpse of what was behind the man he’d known for years. “I can see it, the chaos that’s coming. Power corrupts, Phil my boy, we are all inherently evil. 

Calvin had it right all along.” 

An old argument, Garrett’s belief that humans, if left alone, would be ruled by their base instincts, would fall into tribes, revert to the dark ages … 

“What are you talking about?” he asked.

“You wrote the damn book, Phil, and have read Pierce’s files. He’s running both S.H.I.E.L.D. and H.Y.D.R.A. as his own personal fiefdoms. That was the plan from the start, identify us, lock us up, keep us under control. Doesn’t matter which side we chose, they’d win. Only thing to do was not to play the game; it used to be easy enough to make a living on the outside, stay out of reach, but now ...” John grew serious. “A power is rising, everything’s changing, the lines shifting. And I’m going to grab my place in the new order.”

There it was. Order out of chaos. Something new. 

“You really going to sell your soul to some unknown faction? You think administration is the dark side, John, and complain about paperwork all the …” 

The wall exploded inward, knocking Phil on his side and blowing John across the room. With his ears ringing, Phil twisted his wrist, popped his thumb out of its socket and slipped out of the cuffs. He had his feet untied and rolled out of the way before black booted feet came through the settling dust. Looking up, he saw the white faceplate and cross straps of Brock Rumlow, a semi-automatic aimed at Garrett.

“Son-of-a-bitch,” Garrett said. “Could you be any more dramatic? I’ve got this under control.” 

“From where I’m standing, looks like you’ve got nothing,” Rumlow said, nodding toward the empty chair.    
  


Garrett smiled, all crocodile teeth and asshole smug. “Does, doesn’t it?” 

“Exits covered,” Jack Rollins, Rumlow’s partner-in-crime, said. “No way the professor got out.” 

Phil stilled, slowed his breathing, faded even further into the space between two metal shelving units. Rumlow upped the game, meant there was more than one team of hunters looking for him, maybe multiple bounties out on his head …

“You assume he was ever here.” John waved his hands. “That I didn’t know you were coming and haven’t already stashed him away somewhere.” 

Rumlow’s hand shot out and his fingers sank into the flesh of John’s neck. “Where is he? Give him up and we’ll let you live.” 

“Not gonna …” Garrett choked as Rumlow squeezed. “I caught him …” he coughed “... we can share the pot, eh? How much is H.Y.D.R.A. paying you? I’ve got a buyer who’ll double it.” 

Phil thought about the night he met Ronin for the first time when Rumlow attacked the Air & Space Museum. How Pierce had hired Bullseye to take out Fisk and get his data. Both ends against the middle, that was Alexander’s game. 

Rumlow snorted. “You working for one of those so-called Remnants? Who the fuck cares about those perverts? I’ve got a way in; they’ll wipe my record and put me on the government dole. Sanctioned hits, tech support, backup, carte blanche to do what I want.” 

His stomach churned at the idea of Rumlow and his men turned loose on the world with no limits on their violence.

“Governments. How quaint.” Garrett’s laugh bordered on maniacal. “Better get with the times, bucko, or you’re going to dance on the end of a rope just like the rest of ‘em; I’m ready for the Death that is Life, are you?.” 

“He’s fucking crazy,” Rollins scoffed. “Sounds like he drank the same kool-aid as that weirdo Deadpool.” 

Phil knew Wade Wilson, had helped Clint rescue him from an evil fighting ring. The merc liked to claim he was a few tacos short of a combination platter but he knew more of the ins-and-outs of the shadow world than anyone else. Loading up with burritos and having a chat with the mutant might be in Phil’s future. 

“I have seen what is to come,” Garrett told them. “The promised glory of a world with no boundaries, no limits.” 

“Enough. You’re pathetic. You think we can’t find everything about you, John Garrett a.k.a. The Clairvoyant? All your safe houses, the GPS from your cell phone. We’ll find where you stored Coulson.” Fingers tightened and Garrett struggled; his eyes bulged as his feet left the floor, Rumlow’s strength holding him aloft. “All this world-changing bullshit and you’re still nothing but an insect to be crushed beneath my boot.” 

He should try to save John; that’s what a hero would do. Burst out of hiding, tackle Rumlow, get his gun, let himself be caught to verify his suppositions. Even if Garrett had a secret life, so did Phil; they were friends, ate lunch together, traveled to conferences, shared a drink after contentious faculty meetings. 

But he didn’t. As John died, Phil stayed where he was, Clint’s voice echoing in his head. 

_ “You have to decide what’s worth fighting for,” he said. “Case-by-case basis, Phil. That’s how it works now. Can’t trust anyone but yourself.”  _

And you, Phil had wanted to answer. He trusted Clint; even now, as he plotted a way out of this with his life intact, he was thinking of ways to protect Clint. 

“Tell me you found something.” Rumlow dropped John, the dead body slumping to the ground like a sack of potatoes.

Rollins handed him a small black box. “EMP shocker, black market knock off. Been used recently, still got a residual spark. Probably took down the professor as he exited his office. I’ve got the men sweeping the other floors; Benny’s pulling up sat images to see if they left the building.” 

“Good.” Rumlow nudged Ward with his toe. “And get a facial recog on this guy; might need to track him too.” 

Just as Rollins turned to go, the sound of gunfire filtered down the hallway. Rumlow cursed and tapped the comm unit in his ear. 

“Report!” he demanded as he and Rollins plastered themselves on either side of the jumbled hole in the wall. “What’s going on?” 

Phil couldn’t hear their response, but he didn’t need to; he’d been expecting the triple cross, maybe even four or five different parties on his trail. If his theory was right, and he usually was, this would be S.H.I.E.L.D. acting on a tip of where to find Rumlow and his gang. Sweeping Phil up in the net was a good way for Pierce to lay his hands on Phil’s information without seeming to be after it in the first place. 

“It’s fucking S.H.I.E.L.D.!” Rollins said, sticking his head through the opening to catch a glimpse. “I’m telling you, we’ve got a mole; this is the third time…”

“Yeah, yeah.” Rumlow turned a dial on his gauntlet and pulled a metal sphere from his belt. “We’ll clean house as soon as we’re back to base.” He tossed it into the hall; a soft thump then clouds of smoke rolled in. “Blow that other wall and let’s find our quarry before this place gets overrun.”

Rollins only made two steps towards his goal before it shattered inward, and War Machine landed with a thump. Six S.H.I.E.L.D. soldiers poured in behind him, guns firing. Crouching down, Phil covered his head with his arms, using the shelves as shelter, and found himself staring straight at Ward’s open, sightless eyes. A memory of their last lunch, talking about an old journal of a senate page he’d found at an auction, flashed in Phil’s mind. Noodle bowls and green tea, a friendly argument over the importance of new historicism in American politics, and Grant’s plans for revising chapter eight. 

“Fucking heroes.” Rumlow returned fire. “We’ll do this the hard way.” 

He and Rollins flipped down goggles then disappeared into the smoke. 

“After them,” War Machine ordered. “Flank them on the left and cut them off.” 

As the room cleared, War Machine stood near the boiler; once the others were gone, he retracted a gauntlet and pressed a series of buttons on his arm. 

“I’m jamming the official frequency,” he said out loud. “Look, your cover’s blown; you’ve got maybe twenty-four hours before everyone knows. It’ll look like an accident, but it’s intentional.” 

Turning, he faced Phil directly and lifted his faceplate, giving Phil a view of his face.

“Colonel.” Phil stood and dropped his glamor. “Why risk it?” 

“You’re a good man.” James Rhodes closed his helmet. “And we both know there’s a fox guarding the henhouse. You don’t deserve to be the scapegoat.” 

“It’s worse than you know; you can’t trust anyone.” Phil huffed as the irony of that statement hit home; now he was the one issuing the warning. 

“Some of us know.” He reached up and tapped another set of buttons “All agents, be aware, Rumlow has some sort of jammer; it’s playing havoc with our tracking and communications.” 

“Thank you,” Phil said. “And watch your back; they’ll come at you sideways.” 

He faded away as he slipped out of the building and into the back parking lot where the closest cars were covered with half-shattered concrete blocks and a fine layer of white dust. Avoiding the sidewalk where he might run into someone, he wound past Melinda’s new Audi that had thankfully escaped any projectiles and would be fine with a wash and wax then headed for the School of the Arts. In the basement were the big lockers where the art students kept their works in progress; every semester he moved his go bag and stash to a different funky painted banged up metal box. As he crossed Reservoir Road, a line of D.C. police cars drove by, sirens screaming and lights flashing, and he breathed a sigh of relief. The arrival of the local cops would tie up response time as the campus security argued they had a place at the table and S.H.I.E.L.D. had to coordinate the ongoing turf war between the two. It was a 30 minute walk to the Foggy Bottom Metro Station, ten minutes to catch the bus line that ran west, further into Arlington, but Phil took neither of those options. Instead, slinging his battered Jansport black backpack over one shoulder and putting on the Senators ball cap, he lightened his power, going from invisible to uninteresting, just another guy heading to catch the bus into D.C. proper. 

All the while he burned hot, chasing the tangled lines of who was who and filtering out possibilities. Pierce must have been waiting for a way to expose Phil’s identity without his fingerprints on the deed; Ward and Garrett’s play was the opening Pierce needed. He sent Rumlow and his men in so he could call out the S.H.I.E.L.D. forces who would, all too conveniently, find Phil captured or dead. Either way, Pierce would have the leverage to pressure Phil to give up the information.

Leaning his head against the window, Phil watched the flow of riders getting off and on and let the thoughts spin out. That there were multiple factions at work was clear; Pierce ran S.H.I.E.L.D. but was also H.Y.D.R.A., so he lumped the two organizations with A.I.M. and a few other well-known villain groups; recognized, registered, and rule-bound, that’s what they all had in common. The shadow components were more complicated; mercenaries like Rumlow, small-timers like Garrett, self-centered egotists like Victor Von Doom, what really mattered was how active they were in the bigger picture. Steve Rogers’ little band of mischief-makers were aware and right in the middle of the fray; Wilson Fisk had an inkling, but Aldrich Killian only showed interest in his own perverse concept of science. Phil pushed the self-involved shadows into their own pockets to focus on the million-dollar question. 

Who had Garrett been talking about with his end of the world visions? 

Every sign pointed to someone new on the scene, a person or group who was intent on causing havoc. For too long, the status quo of registered and unregistered had left gaps, ways in which the system could be exploited; Phil’s book had been about exactly that, and he’d only scratched the surface of the atrocities and crimes that had gone unnoticed in the rush to control powered individuals. How easy would it be for someone to marshal the disjointed people in the shadows, the Remnants, and others, and exploit the weakness already undermined by Pierce’s machinations? To exploit the growing distrust of the government? 

Staring at the possible outcomes, he shuddered. So many little details of the last ten years shuffled in his head and clicked into place. If he’d been allowed to use his powers at their full potential, he might have seen it sooner, been able to raise a warning, to track the force that was nudging variables into what should have been an obvious pattern, taking advantage of men’s greed and inherent selfishness, playing on the public’s fear, paving the way for the system’s downfall … 

Nick had seen it; he’d left the military and gone underground, had tried to convince Phil to join him, but Phil had been too damn idealistic to believe him. Yeah, Nick was a manipulative son-of-a-bitch and a smug bastard when he had the upper hand, but Phil was going to need Nick’s help if he was going to survive. Not just Nick, but Clint and Steve Rogers and any of the others he could convince to listen to him. If what he thought was going to happen came to fruition, the whole world was going to be at risk. 

He got off at the old Post Office, walked to where the Spy Museum used to be; he caught another bus heading back to Georgetown, riding to 37th Street then walking the last two blocks to the brick row home with a neat yard and bright red front door. Slipping around back, he went in through the basement access behind the air conditioning unit. Having a safe house three streets away from his primary residence was risky, but that was a benefit in Phil’s opinion. The place was well-stocked with food if he needed to hunker down, enough weapons and ammunition for a long siege, and ready-packed go bags with new identities and plenty of cash. 

“Took you long enough.” 

Phil froze at the top of the stairs and stared as Melinda held out a steaming cup of coffee. His hand hovered over the gun tucked in his pocket as the implication registered. With a sigh, he stepped into the kitchen and accepted the mug. 

“I’d ask who you’re working for, but I’m pretty sure I can guess.” He took a sip; it was perfect, just the right amount of sugar and a touch of milk. “The real question is how long you’ve known about me. Is that why you came to GU?” 

“Only since Barton showed up.” She picked up her own cup. “Grey Force, eh? I should have made the connection just from the Star Wars reference alone. You made me watch the prequels as a marathon on New Year’s Eve.”

“You hated Jar Jar.” He leaned against the old Formica countertop, every sense on alert. “You know he put you here on purpose. Probably manipulated things so we’d be thrown together in grad school, hoping we’d become friends.” 

“I am aware of Nick’s incessant need to meddle; it’s annoying but necessary, especially when he’s right.” She sipped and let Phil digest the new information, spinning it around and slotting it in place. “I made peace with his methods a long time ago; I suspect you’re coming around to his way of thinking, especially after Pierce set you up with Fisk and Barton was almost sold to the highest bidder.” 

“Yeah, well, by nightfall, Nick’s going to be my only option of employment,” Phil said with a sigh. “S.H.I.E.L.D. will denounce me as a collaborator … someone’s fabricating the evidence now … and H.Y.D.R.A. will be gunning for me. Not to mention all the criminals and villains I’ve come up against. Once they know my identity …” 

“Actually, there’s a wrench in Pierce’s plan.” She nodded towards a tablet on the counter by the refrigerator. “Seems you left yesterday after getting a call from your editor;  _ Frontline _ ’s doing a show on the history of S.H.I.E.L.D. and want to interview you tomorrow. There’s surveillance video of you getting on the train, arriving at Penn Station, and checking in that little boutique hotel you like on Crosby Street. Your cover will be burned, but he won’t be able to link you to the plot.” 

“Plot.” Phil rolled the word on his tongue. “So he’s going with me being in on Rumlow’s destruction? That I’m pedaling a false narrative?” 

“You haven’t heard?” She grew even more serious. “H.Y.D.R.A. launched an attack on a S.H.I.E.L.D. facility in Fairfax just as Rumlow arrived on campus.” 

“Fairfax? The only thing out there is … Peggy. Jesus Christ, they went after Peggy Carter. Is she ...” His blood felt like ice in his veins; he’d managed an interview with the legendary founder of S.H.I.E.L.D. a year or so ago and had been awestruck by how down-to-earth she was.

“She wasn’t there,” Melinda informed him. “A spur-of-the-moment decision on her niece’s part to take her to see the cherry blossoms.”

“Nick warned Sharon. Peggy’s one of the few people who can verify the details from the book. I didn’t think Pierce would target her because of the Alzheimer’s. That’s …” 

“His modus operandi. No witnesses, no survivors. He makes sure there’s no one left to tell tales. Airplanes crash, ships go down, accidents happen.” 

“Andrew? He was Pierce’s psychologist, helped him through the death of his daughter. You’re saying he arranged Andrew’s car crash?” Phil believed it even if he didn’t want to; he’d liked Melinda’s husband, had mourned his passing. “Good God, how far does this rabbit hole go?” 

“Further and deeper, I’m afraid, but we’re running out of time; there’s a jet at Hyde Field ready to get you to New York; info’s on the tablet. I assume you’re prepared with documentation and cash.” 

Phil nodded; he’d thought to switch identities, but he’d need to stay Phil Coulson if he was going to prove he had nothing to do with the attack. “I was on campus this morning and logged in. Files, emails, purchases … they’ll plant a trail to connect me. The S.H.I.E.L.D. hackers are good.” 

“Ours is the best; she’ll take care of it,” Melinda assured him. “Oh, and she said the person who set up your shadow drive was pretty decent; she’s worked with him before.”

“Which means she’s on the inside.” It was a given that Nick had people everywhere. “And Mac? He just suddenly had a call from PBS?” 

She shrugged one shoulder. “You know how Nick is.” 

“Yeah, he offers me an alibi and gets his hands on my data without giving me a choice in the matter.” Phil sighed. 

“He’s saving your ass from the Fridge or worse,” she replied. “We’re going to need you, Phil, if Nick’s right about what’s coming down the pike.” 

“Got to break a few eggs to make an omelet,” Phil repeated one of Nick’s favorite lines. “I just wish it wasn’t me getting cracked wide open.” 

He didn’t ask; Melinda had her own secrets to keep and Phil didn’t need to know what her power was. Being mad at her for lying wouldn’t help either; he hadn’t been exactly forthcoming either. Such was the lot of a superhero; he’d long ago come to peace with the double life he had to lead. 

“It’s going to be crazy,” Melinda said as she rinsed her cup out in the sink. “The media will be out for blood; Carter’s a favorite of theirs. We’ll have to feed them someone else to take the blame.”

“John was the Clairvoyant and Ward worked for him.” Phil knew her well enough to see the tiniest of frowns mar her forehead. She hadn’t known. “Did S.H.I.E.L.D. catch Rumlow and his merry men?” 

“Of course not; Rumlow is already on Pierce’s payroll.” She raised one eyebrow when Phil didn’t react. “Should have figured Grant was dirty; I just thought he was socially awkward. Garrett on the other hand ...” 

“He made you uncomfortable.” Phil probably should have listened to her. 

“I’m sorry,” she said. “I know he was a friend.” 

“Powered people don’t get to have friends. That was part of the S.H.I.E.L.D. initiation.” Phil huffed. “Guess the part about being a team was bullshit.” 

“Phil, I …” Melinda took a step his way then stopped. “I’ll understand if you prefer to work with someone else; I can get another pilot to fly you ...” 

He shook his head. “Nah, I’d still like to have you at my back; I can trust that Nick wants me alive and that’s more than I’ll get from anyone else.” 

He gathered his things and tried not to think about his house that he might never see again. Photos, mementos, his diplomas … he kept the most valuable memories safely tucked away, but he’d gotten comfortable, forgotten he might have to leave it all behind. Now, as he followed Melinda to the car with only a backpack and a laptop case, he contemplated where to go next. He had money, that wasn’t a problem, and he could fade into the woodwork just about anywhere. The question was where that might be. 

The plane was waiting at the private field, no one around to see them board. The flight was short, barely long enough for Phil to scroll through the data on the tablet and take in the amount of work Fury’s hacker had done. Whoever it was, they were thorough and damn good; the person entering and leaving the hotel on the traffic camera looked exactly like him right down to the thinning patch of hair on the crown of his head. Too close to be anything but a powered individual or some pretty damn advanced tech; Phil didn’t know of anyone beyond Mystique who could shapeshift that well and the odds of it being an unknown were slim. S.H.I.E.L.D. keep a weather eye out for infiltration abilities at that level; Pierce was almost obsessive about tracking down powers like that. No, his mind jumped to the only company even close to having facial distortion and reintegration software necessary to fool cameras. And if Tony Stark was selling his wares to Nick Fury, Hell must really be frozen over. Those two were oil and water; Stark hated Fury and Fury didn’t trust Stark for reasons that no one seemed to know. 

They landed at a small airport in Jersey where a yellow taxi was waiting, a tall slim black man leaning against the front fender. Melinda introduced him as Antoine Triplet and left Phil to climb in the back alone. 

“Last time I was in a taxi in New York, things didn’t end well,” Phil said as the man started the engine and drove to the exit. 

“Gotta be hard, man,” the guy said. “All the shit going down in D.C. and being thrown into Nick’s crazy plans. But don’t worry; army guys like us have got to stick together, ya’ know?” 

“You served?” Trust or not, Phil could make small talk to hide his nerves. 

“Company B, 3rd Battalion of the 75th Ranger Regiment, sixty-eight whiskey, Sergeant First Class,” he replied. “But you can call me Trip; everyone does.” 

“Field medic, huh?” Phil leaned forward. “Those guys were hell-to-leather crazy if I remember right.” 

Trip grinned and his whole face lit up. “Got addicted to the danger which explains how I ended up in all this cloak and dagger shit.” 

Unlike his last trip, the ride passed quickly as Phil exchanged war stories; soon they were pulling up to the hotel’s front entrance. 

“Here,” Trip handed Phil a tote bag with The Strand Bookstore on the front. “Didn’t know how many bags you’d have, so I carried out a briefcase, backpack, and this. Tossed in some books to look like you went shopping after you stopped at Mac’s office.” 

“That was you?” Phil asked. 

“Amazing tech, right? Nick gets the best toys.” Trip fiddled with the meter as if he was running a credit card. “Hey, be careful, okay? Mel’s got my number and I’ll be around, just in case. You need back up, holler.” 

The young woman at the front desk called a hello as he entered the elevator, holding the key Trip had passed him. On one of the top floors, the room was a cut above what Phil usually booked with a wall of windows looking out over the city and no sightlines from other buildings. Still, he drew the curtains closed, tossed his things on the king-sized bed, and flipped on the television for company as he swept the room for video and listening devices. 

“... known as Grey Force, was the apparent target of the assassination attempt,” the reporter was saying. Behind her was the familiar facades of the Georgetown campus; a row of police cars and firetrucks blocked the view of Phil’s building. “The Superhero Registration Department has confirmed that Dr. Coulson was not in town at the time of the attack. The bodies we saw removed earlier were powered mercenaries whose names have not yet been released.” 

Images filled the screen, a grainy loop of black bags being wheeled out to waiting ambulances by people in S.H.I.E.L.D. uniforms as Phil began to check the drawers and closet. He found sets of clothes, a tailored suit, polished dress shoes, and an empty suitcase.

“Daina, what about the cell phone pictures of Crossbones? Have there been any statements released about his involvement?” one of the anchors asked. 

“Nothing official, but we’ve obtained some new footage of what appears to be War Machine being fired upon by Crossbones and his men …” 

The video played as the reporter continued to talk; there was no doubt about the identity of the two men shooting at each. With one ear on the coverage, Phil ducked in the bathroom and saw his favorite toothpaste --- a half-used tube -- shampoo, razor, and even his migraine prescription medicine. Nick had covered all the bases. 

“... why Grey Force was targeted, but if he is the author of the new bombshell book on S.H.I.E.L.D. and H.Y.D.R.A.’s origins that might …” 

“Really? Yesterday I could get anyone but CSPAN interested and now it’s a bombshell?’ Phil scoffed as he found the top of the line Starkphone plugged into a charger, contact list cloned behind a thumbprint and eye scan lock.

“... after this break, we’ll have Dr. Jasper Sitwell, an historian from NYU, to talk about the revelations of corruption that Dr. Coulson made in …” 

The landline phone in the room rang; Phil picked it up. 

“Your room service order is ready and on its way up, Dr. Coulson. Let me know if you need anything else. A feedback card is included with the meal.” 

“Thank you,” Phil replied. “I will.”

Even after meeting him in person, hearing Steve Rogers’ voice gave Phil a little thrill. Captain America had called to offer help. 

A knock sounded followed by another familiar voice calling, “Room service.” 

“Seriously?” Phil said after he checked with the virtual keyhole camera on the tablet then opened the door. 

“Come on, it’s a classic porno set up.” Clint winked as he lowered the heavy tray on the small table. “All I need is some cheesy line like, ‘Would you like to eat on the bed?’.” 

“It’s dangerous for you to even be here,” Phil said. “Only a matter of time before the media finds out where I am. I’m burned, and I don’t want to drag you down with me.”

“Way I see it, I’m the one who showed up in your classroom and pulled you into this shit storm.” Clint caught Phil’s face with a hand, calloused fingers sliding along his jaw. “I’m so sorry, Phil.” 

“We still would have met that night at the Smithsonian,” Phil told him. “If you hadn’t asked for my help earlier that day, I might not have walked out there alive.” 

“Nah, I wouldn’t have hurt you. Kind of had a thing for your ass ever since Ponca City; six days watching that A.I.M. facility and you waltzed in and took them all out in thirty minutes. The thing with the paperclip? I may or may not have had NSFW thoughts about you after that.” Clint rubbed the back of his neck and ducked his head, a blush staining his cheeks. “Made some sort of sound on the comms and Nat has never let me live it down.” 

Phil couldn’t help himself in the face of such adorable dorkiness; he closed the distance and kissed those inviting lips, tasting coffee and pizza and his future. One kiss became two and three and Phil nudged Clint back until his knees hit the edge of the bed and he had to hold on to Phil’s belt loops to stay upright. 

“I was going to be good,” Clint said when Phil moved on to nipping his ear. “Offer support, see if you need … oh, oh, that’s …” 

Phil sucked hard on the divot of skin at the corner of Clint’s jaw, leaving a mark that would bloom a lovely red tomorrow. 

“What I need is you,” he whispered into the curve of Clint’s neck. 

“I’m here,” Clint promised. 

With a push, Phil toppled him onto his back but Clint’s hands reached up and pulled Phil down with him. Tangled together on the bed, Phil gave in to the urge to explore, running his fingers along the lines of Clint’s face, following with his lips, dropping kisses on every inch of skin. He’d dreamed of this, but the reality was so much better than he ever imagined. The rub of fabric, the little abortive moans Clint made low in his throat, the growing ache in his own cock … to be wanted, that was headiest of emotions. For him, not Dr. Coulson or Grey Force, but Phil in all his variations. 

“God, Phil, so perfect.” Clint’s fingers clenched tight and pulled their hips together; he circled and rubbed and groaned. “Please …” 

“Yes,” Phil whispered. “Anything. Everything. I … fuck.” 

He dropped his forehead onto Clint’s shoulder as the thought struck him.

“Phil?” Clint asked. “We don’t have to … I’m good with whatever …” 

“God, no, I want to … it’s just … I don’t have anything; condoms and lube weren’t on my packing list. Didn’t expect to end up with you, begging, beneath me.” 

“What?” Clint squeezed Phil’s ass as he chuckled. “You weren’t thinking about getting me in bed while Rumlow was gunning for you? Really, Phil. And here I thought I was the center of your universe, the end all, be all of your raison d’etre …” 

Phil raised up on an elbow and stared into those mischievous blue-grey eyes. “I’m always thinking about you naked which is distracting, by the way. Just forgot to update my go bags.” 

“Well, okay, I guess. As long as there was some jacking off to the image of my amazing biceps, I’ll cut you a break.” He l caught Phil’s lips in a quick kiss. “So, you do know friction is a thing, right?” He ground his hips into Phil’s. “And hands. Hands with opposable thumbs.” 

“Actually, your hands center in a lot of my fantasies,” Phil admitted. “Having one wrapped around me is one of them.” 

“Well, then ....” 

Clint caught the edge of Phil’s shirt; rising up, Phil straddled Clint’s hips so he could pull it over his head, tossing it on the floor.Then it was Clint’s turn to sit up and take off his tee; wrapping his legs around Clint, Phil tilted his chin up and kissed him hard, a dirty buss of mouths and tongue that put an end to any lingering awkwardness. Things got messy -- fingers rifling through Clint’s hair, nails dragging across Clint’s back, cocks grinding, and bodies rocking together. The lightest brush against a nipple and Clint arched, biting out a curse, so Phil had to do it again, deliberately, teasing becoming tweaking, tongue twirling and mouth sucking the hard nub until Clint bucked beneath him. At some point, Clint discovered the divots at the bottom of Phil’s spine, digging in and applying pressure to make Phil moan. 

He was hard and aching by the time Clint got a hand under his waistband; Phil had to grit his teeth to keep from coming at the first touch. Moving his legs, he rolled them both backward and attacked the button of Clint’s jeans; they wriggled and bent, shucking off their pants and briefs, then came back together, Clint flipping them so he was on top. Cocks slotted perfectly and they found a rhythm, rolling hips and curled hands, rubbing against each other, building to the climax. 

Through it all, Phil kept his eyes open, not wanting to miss any of the micro-expressions that ran across Clint’s handsome face. If he never had another moment, if this was it, then he was damn well going to remember every second. For now, there was only Clint, the feel of his skin and sound of his moans and taste of his lips. The electric jolt of desire that lit up his gorgeous eyes as he stuttered, bit his lip, and came, tendons in his neck tightening as he spilled over Phil’s fingers and stomach. Only after Clint sagged down onto his elbow did Phil let himself go, following Clint over the edge. Then they lay quietly, Clint flopping on his back, until the sweat cooled on Phil’s chest, only sounds their breathing and an occasional vehicle from the street below. 

Clint rolled to his side and lifted up on an elbow. “Well, that took the edge off, but I’m going to need more. It’s New York, so there’s got to be a pharmacy nearby to stock up for phase two.” He paused. “Assuming you want me to stay which I’m not, assuming that is, that you want to, because I do, but only if you do too.” 

“What I want and what I should do are two different things,” Phil admitted, reaching up to push a lock of Clint’s hair off his forehead. “That’s the problem with seeing the pattern; I can’t ignore it, not when I might be able to stop the worst from happening.” 

“We. We can stop it” Clint caught Phil’s hand and laced their fingers together. “Cap’s onboard and there are others. You don’t have to do it alone.” 

“I know.” He kissed Clint’s knuckles. “And I’m going to take you up on that offer. But this next part’s going to be a real clusterfuck; the first interview is already set for tomorrow and that’ll just be the tip of the iceberg. I understand how the media works; they need a face, someone in front of the cameras to splash all over the screens.”

“You don’t have to do it. I’ve got a couple of boltholes. We’ll disappear, get new identities, go underground …” Clint trailed off. “Yeah, Pierce will make you the scapegoat if you don’t speak for yourself. I got it.” 

“He’ll still try. It’s going to get ugly and then even worse, but someone needs to sound the alarm, bring it out in the open.” Phil sighed. “I watched two people die today, men I thought I knew, one I counted as a friend. They came after me and there will be more. Every part of my life’s going to be laid bare, all my mistakes, the skeletons rattling in the closet I came out of years ago. Anyone around me will be put through the wringer.” 

“You know what Steve always says; the price of freedom is high, but someone has to pay it,” Clint brushed a light kiss on Phil’s lips then looked him straight in the eye. “When do we start?” 

**Author's Note:**

> Yeah, that's Skye/Daisy Johnson referenced by Melinda May. 
> 
> So I really struggled with this fic. I'm not sure I even like it now that it's finished, but the need to get it down kept me from working on other things. I've posted it as is rather than futzing with it any more.


End file.
